QuickLinks -- Click here to rapidly navigate through this document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---

AMENDMENT NO. 2
TO
SCHEDULE 13E-3

(Rule 13e-100)
TRANSACTION STATEMENT
(UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER)

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:    o

Check the following box if the filing is a final amendment reporting the results of the transaction:    o

CALCULATION OF FILING FEE

Transaction valuation*		Amount of filing fee
$52,500,000		$4,830

*

Calculated solely for the purpose of determining the filing fee, based upon the tender offer price of $3,500 per share for the eligible common stock as of June 4, 2002 multiplied by our estimate of the maximum number of shares to be purchased (15,000 shares).

ý

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $4,830		Filing Party: First National of Nebraska, Inc.
Form or Registration No.: Schedule 13E-3		Date Filed: June 6, 2002

---

        This Amendment No. 2 to Schedule 13E-3 amends and supplements the Schedule 13E-3 initially filed with the Securities and Exchange Commission ("SEC") on June 6, 2002, as amended and supplemented by Amendment No. 1 to Schedule 13E-3 filed with the SEC on July 1, 2002 (as amended, the "Schedule 13E-3"), and the Offer to Purchase dated June 6, 2002 (as amended and supplemented from time to time, the "Offer to Purchase"), a copy of which was filed as Exhibit 99.1 to the Schedule 13E-3. The Offer to Purchase, together with the related Letter of Transmittal, a copy of which was filed as Exhibit 99.2 to the Schedule 13E-3, and any amendments or supplements thereto, collectively constitute the "Offer." The Schedule 13E-3 and the Offer relate to the offer by First National of Nebraska, Inc., a Nebraska corporation (the "Company"), to purchase all shares of its common stock that are held by shareholders who own 99 or fewer shares as of the close of business on June 4, 2002 and continue to do so during the offering period. The Company is offering to purchase these shares at $3,500 per share in cash, subject to the terms and conditions set forth in the Offer. Capitalized terms used herein but not otherwise defined have the meanings ascribed to those terms in the Offer to Purchase.

        The information in the Schedule 13E-3 is hereby expressly incorporated herein by reference in response to all of the items of this Amendment No. 2 to Schedule 13E-3, except as otherwise set forth below. You should read this Amendment No. 2 to Schedule 13E-3 together with the Schedule 13E-3 we filed with the SEC on June 6, 2002 and Amendment No. 1 to Schedule 13E-3 we filed with the SEC on July 1, 2002.

Item 4. Terms of the Transaction.

        Item 4 of Schedule 13E-3, which incorporates by reference the information contained in the Offer to Purchase, and the Offer to Purchase are hereby amended as follows:

        The following sentence replaces the third sentence of the third paragraph under "THE TENDER OFFER—Expiration and Extension of the Tender Offer; Amendment" on page 21 of the Offer to Purchase:

        In the case of an extension, we will make such announcement no later than 8:00 A.M., Central Daylight Time, on the business day after the last previously scheduled or announced expiration date.

1

---

Item 16. Exhibits.

99.1		Offer to Purchase dated June 6, 2002 *
99.2		Form of Letter of Transmittal *
99.3		Frequently Asked Questions *
99.4		Form of Letter to Company's Shareholders *
99.5		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees *
99.6		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees *
99.7		Instruction Form For Shares Held by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees *
99.8		Form of Notice of Guaranteed Delivery *
99.9		Fairness Opinion of Keefe, Bruyette & Woods, Inc. (included as Appendix A to Offer to Purchase attached hereto as Exhibit 99.1) *
99.10		Press Release, dated June 6, 2002, issued by the Company *
99.11		Presentation to the Board of Directors by Keefe, Bruyette & Woods, Inc. on June 4, 2002 **
99.12		Press Release, dated July 3, 2002, issued by the Company

---

*

Previously filed by the Company on Schedule 13E-3, dated June 6, 2002

**

Previously filed by the Company on Amendment No. 1 to Schedule 13E-3, dated July 1, 2002

2

---

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 3, 2002		FIRST NATIONAL OF NEBRASKA, INC.
		By:		/s/ Timothy D. Hart
				Name:		Timothy D. Hart
				Title:		Secretary, Treasurer, an Authorized Officer

2

---

QuickLinks

Item 4. Terms of the Transaction.
Item 16. Exhibits.

SIGNATURE